Form SEC 1922 SEC 1922 Form 8-A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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3235-0056
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 8-A.
(a) Subject to paragraph (b) below, this form may be used for registration pursuant to Section
12(b) or (g) of the Securities Exchange Act of 1934 of any class of securities of any issuer
which is (1) required to file reports pursuant to Section 13 or 15(d) of that Act, (2) is
concurrently qualifying a Tier 2 offering statement relating to that class of securities using
the Form S-1 or Form S-11 disclosure models that includes financial statements that are
audited in accordance with the standards of, and by an accounting firm that is registered with,
the Public Company Accounting Oversight Board (United States), or (3) pursuant to an order
exempting the exchange on which the issuer has securities listed from registration as a
national securities exchange.
(b) If the registrant would be required to file an annual report pursuant to Section 15(d) of the
Act for its last fiscal year, except for the fact that the registration statement on this form will
become effective before such report is required to be filed, an annual report for such fiscal
year shall nevertheless be filed within the period specified in the appropriate annual report
form.
(c) If this form is used for the registration of a class of securities under Section 12(b), it shall
become effective:
(1) If a class of securities is not concurrently being registered under the Securities Act
of 1933 (15 U.S.C. 77a et seq.) (“Securities Act”), upon the later of receipt by the
Commission of certification from the national securities exchange listed on this
form or the filing of the Form 8-A with the Commission; or
(2) If a class of securities is concurrently being registered under the Securities Act,
upon the latest of the filing of the Form 8-A with the Commission, receipt by the
Commission of certification from the national securities exchange listed on this
form or effectiveness of the Securities Act registration statement relating to the
class of securities.

SEC 1922 (5-19)

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(d) If this form is used for the registration of a class of securities under Section 12(g), it shall
become effective:
(1) If a class of securities is not concurrently being registered under the Securities
Act, upon the filing of the Form 8-A with the Commission; or
(2) If class of securities is concurrently being registered under the Securities Act,
upon the later of the filing of the Form 8-A with the Commission or the
effectiveness of the Securities Act registration statement relating to the class of
securities.
(e) Notwithstanding the foregoing in paragraphs (c) and (d) of this form, if this form is used for
registration of a class of securities being offered under Regulation A, it shall become
effective:
(1) For the registration of a class of securities under Section 12(b), upon the latest of
the filing of the Form 8-A with the Commission, the qualification of the
Regulation A offering statement or the receipt by the Commission of certification
from the national securities exchange listed on this form; or
(2) For the registration of a class of securities under Section 12(g), upon the later of
the filing of the Form 8-A and qualification of the Regulation A offering
statement.
(Note: Registration pursuant to paragraph (e) of this form is not permitted if the filing of the
Form 8-A and, where applicable, the receipt by the Commission of certification from the national
securities exchange listed on this form occurs more than five calendar days after the qualification
of the Regulation A offering statement)
B. Application of General Rules and Regulations.
(a) The General Rules and Regulations under the Act contain certain general requirements which
are applicable to registration on any form. These general requirements should be carefully
read and observed in the preparation and filing of registration statements on this form.
(b) Particular attention is directed to Regulation l2B which contains general requirements
regarding matters such as the kind and size of paper to be used, legibility, information to be
given whenever the title of securities is required to be stated, incorporation by reference and
the filing of the registration statement. The definitions contained in Rule 12b-2 should be
especially noted.
C. Preparation of Registration Statement.
This form is not to be used as a blank form to be filled in, but only as a guide in the preparation
of the registration statement on paper meeting the requirements of Rule l2b-12. The registration
statement shall contain the item numbers and captions, but the text of the items may be omitted.
The answers to the items shall be prepared in the manner specified in Rule 12b-l3.
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D. Signature and Filing of Registration Statement.
Eight complete copies of the registration statement, including all papers and documents filed as a
part thereof (other than exhibits) shall be filed with the Commission and at least one such copy
shall be filed with each exchange on which the securities are to be registered. Exhibits shall be
filed with the Commission and with any exchange in accordance with the Instructions as to
Exhibits. At least one copy of the registration statement filed with the Commission and one filed
with each exchange shall be manually signed. Unsigned copies shall be conformed.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL
OMB Number:
3235-0056
Expires:
July 31, 2025
Estimated average burden
hours per response………….3.0

FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or
organization)

(I.R.S Employer Identification No.)

(Zip Code)

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be registered

Name of each exchange on which
each class is to be registered

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. □
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. □
If this form relates to the registration of a class of securities concurrently with a Regulation A
offering, check the following box. □

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Securities Act registration statement or Regulation A offering statement file number to which
this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)

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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter), as
applicable.
Instruction. If a description of the securities comparable to that required here is contained in any
prior filing with the Commission, such description may be incorporated by reference to such
other filing in answer to this item. If such description will be included in a form of prospectus or
an offering circular subsequently filed by the registrant pursuant to Rule 424(b) under the
Securities Act (§230.424(b) of this chapter) or Rule 253(g) of Regulation A (§ 230.253(g) of this
chapter), this registration statement shall state that such prospectus or offering circular shall be
deemed to be incorporated by reference into the registration statement. If the securities are to be
registered on a national securities exchange and the description has not previously been filed
with such exchange, copies of the description shall be filed with copies of the application filed
with the exchange.
Item 2. Exhibits.
List below all exhibits filed as a part of the registration statement:
Instruction. See the instructions as to exhibits, set forth below.
SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant
has duly caused this registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
(Registrant)
Date
By
*Print the name and title of the signing officer under such officer’s signature.
INSTRUCTIONS AS TO EXHIBITS
If the securities to be registered on this form are to be registered on an exchange on which other
securities of the registrant are registered, or are to be registered pursuant to Section 12(g) of the
Act, copies of all constituent instruments defining the rights of the holders of each class of such
securities, including any contracts or other documents which limit or qualify the rights of such
holders, must be filed as exhibits with each copy of the registration statement filed with the
Commission or with an exchange, subject to Rule 12b-23(c) regarding incorporation of exhibits
by reference.
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